[ARENT FOX LETTERHEAD]
                                                                       Exhibit 5





                                 June 26, 1995




The Trustees
Washington Real Estate Investment Trust
10400 Connecticut Avenue
Kensington, Maryland  20895

Gentlemen:

         We have acted as counsel to Washington Real Estate Investment Trust
(the "Trust") with respect to the Trust's Registration Statement on Form S-3
(the "Registration Statement") filed by the Trust with the Securities and
Exchange Commission on June 26, 1995, in connection with the registration under
the Securities Act of 1933 of 4,025,000 Shares of Beneficial Interest, no par
value (the "Shares").

         As counsel to the Trust, we have examined the Trust's Declaration of
Trust as amended (the "Declaration of Trust") and such Trust records,
certificates and other documents and such questions of law as we considered
necessary or appropriate for the purpose of this opinion.

         The 4,025,000 Shares to be sold by the Trust will, when issued in
accordance with the terms of the Underwriting Agreement between the Trust and
the Underwriters, be legally issued, fully paid and, subject to the following
paragraph, nonassessable.

         The Declaration of Trust provides that no shareholder shall be
personally liable in connection with the Trust's property or the affairs of the
Trust.  The Declaration of Trust further provides that the Trust shall
indemnify and hold harmless shareholders against all claims and liabilities and
related reasonable expenses to which they become subject by reason of their
being or having been shareholders.  In addition, the Trust, as a matter of
practice, inserts a clause in its business, management and other contracts that
provides that shareholders shall not be personally liable thereunder.  In our
opinion, no personal liability will attach to the Trust's shareholders for
contract claims under any contract containing such a clause where adequate
notice is given.





Arent Fox

The Trustees
Washington Real Estate Investment Trust
June 26, 1995
Page 2



However, in respect to tort claims and contract claims where shareholders
liability is not so negated, claims for taxes and certain statutory liability,
the shareholders may, in some jurisdictions, be personally liable to the extent
that such claims are not satisfied by the Trust.

         The Declaration of Trust, the actual operations of the Trust to date
and the proposed continuing method of operation of the Trust, as set forth in
the Prospectus (included in the Registration Statement), have been reviewed.
If the Trust continues to operate in the manner in which it has to date, and if
the Trust is operated according to the policies and in the manner stated in the
Declaration of Trust and in the Prospectus, the Trust will continue to qualify
as a Real Estate Investment Trust pursuant to the Internal Revenue Code of
1986, and under present law the federal income tax treatment of the Trust will
be as set forth in the Prospectus under the heading "Shares."

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.

                                  Very truly yours,

                                  ARENT FOX KINTNER PLOTKIN & KAHN


                                  By: s/ JEFFREY E. JORDAN
                                     ------------------------------------------
                                         Jeffrey E. Jordan